Braemar Series E & Series M
Redeemable Preferred Stock
Total Capital Raised:
Braemar Series E & Series M
BRAEMAR HOTELS & RESORTS – SERIES E & SERIES M REDEEMABLE PREFERRED STOCK OFFERING
THIS OFFERING IS CURRENTLY CLOSED TO INVESTORS.
The Series E and Series M Redeemable Preferred Stock are preferred stock in the Braemar Hotels and Resorts Inc. REIT.
The material on this website has been prepared by Ashford Securities LLC (the “Company”, “us”, “our” or “We”) to provide information about the offering (the “Offering”) of shares of the Braemar Hotels & Resorts Inc’s (“Braemar”) Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock (the “Shares”). All of the information contained in these materials is proprietary in nature and may constitute trade secrets under applicable law with respect to the Offering, Ashford and the investments made by Ashford and its affiliates, the disclosure of which could have material adverse effects on the Offering, the Company or the Company’s respective investments and affiliates. These materials may not be reproduced in whole or in part.
This sales and advertising literature on this website does not constitute an offer to sell nor a solicitation of an offer to purchase the securities described on the website. Nothing in the materials should be construed as a recommendation, offer or solicitation to invest in the Company or as legal, accounting or tax advice. An offering is made only by the prospectus. The material must be preceded or accompanied by a prospectus, which is posted on the website. You should read the prospectus in order to understand fully all of the implications and risks of the offering of securities to which it relates. An investment in us should be made only after careful review of the prospectus. All information contained in the material is qualified in its entirety by the terms of the prospectus. The achievement of any goals or objectives is not guaranteed. Capitalized terms used but not defined on the website shall have the meaning ascribed to such terms in the Prospectus.
The material contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. These forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us, and we cannot guarantee that we will achieve any or all of these expectations. These statements also reflect the current views of management with respect to future events and financial performance. Forward looking statements can be identified by words such as “anticipate”, “expect”, “could,” “may”, “potential”, “will”, “ability,” “targets,” “believe,” “likely,” “assumes,” “ensuring,” “available,” “optionality,” “viability,” “maintain,” “consistent,” “pace,” “should,” “emerging,” “driving,” “looking to,” and similar statements of a future or forward-looking nature. Examples of forward-looking statements contained in the materials include, among others, statements regarding Braemar’s business and industry in general, strategy and target markets, income and return potential, distribution amounts and other yields, Portfolio and market expansion and M&A opportunities, exit options, future consolidation opportunities, the impact of COVID-19 on our operations and financial performance, and financial data for Q4 2021. Forward-looking statements address matters that involve risks and uncertainties.
Accordingly, there are or will be important factors that could cause Braemar’s actual results to differ materially from those indicated in these statements, including those set forth under “Risk Factors” in the Prospectus. The statements made in the materials on the website speak only as of the date of their posting and Braemar nor Ashford Securities do not undertake to update this information except as required by law or regulatory body. Past performance does not guarantee future results. Performance during time periods shown is limited and may not reflect the performance in difference economic and market cycles. There can be no assurance that similar performance will be experienced.
IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, THE COMPANY INFORMS EACH PROSPECTIVE INVESTOR THAT ANY U.S. TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE. IN ADDITION, ANY U.S. TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS WRITTEN TO SUPPORT THE “PROMOTION OR MARKETING” OF THE MATTER(S) ADDRESSED HEREIN. EACH PROSPECTIVE INVESTOR SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
The Adviser is a wholly owned subsidiary of Ashford Inc.
Ashford Securities LLC, member FINRA/SIPC, is the dealer manager for the Offering.
An investment in our securities involves significant risks. Prior to making a decision about investing in our securities, and in consultation with your own financial, tax and legal advisors, you should carefully consider, among other matters, the following risk factors related to this offering, as well as the other risk factors incorporated by reference in the prospectus, from our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, and other filings we may make from time to time with the SEC.
The following is a summary of only some of the risks the Company is subject to and is qualified in its entirety by the more detailed “Risk Factors” section of the Prospectus.
SUMMARY OF RISK FACTORS
- There is no public market for the Series E or the Series M Preferred Stock and we do not expect one to develop. Investors should consider the risks inherent in the program including limited liquidity.
- The Series E and Series M Preferred Stock are subordinated in right of payment to our existing and future debt, and your interests could be diluted by the issuance of additional preferred stock, and by other transactions.
- The change of control conversion and redemption features of the Series E and Series M Preferred Stock may make it more difficult for a party to take over our company or discourage a party from taking over our company.
- Dividends on our preferred stock, including the Series E and Series M Preferred Stock, are discretionary. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future period.
- The Series E and Series M Preferred Stock have not been rated.
- We will be required to terminate this offering if our common stock is no longer listed on the NYSE or another national securities exchange.
- In the event you exercise your option to redeem Series E and Series M Preferred Stock, our ability to redeem such shares of Series E and Series M Preferred Stock may be subject to certain restrictions and limits.
- Shares of Series E and Series M Preferred Stock may be redeemed for shares of common stock, which rank junior to the Series E and Series M Preferred Stock with respect to dividends and upon liquidation, dissolution or winding up of our affairs.
- The Series E and Series M Preferred Stock will bear a risk of early redemption by us.
- The amount of your liquidation preference is fixed, and you will have no right to receive any greater payment regardless of the circumstances.
- Upon the sale of any hotel properties, holders of Series E and Series M Preferred Stock do not have a priority over holders of our common stock regarding return of capital.
- We established the offering price and other terms for the Series E and Series M Preferred Stock pursuant to discussions between us and our dealer manager; as a result, the actual value of your investment may be substantially less than what you pay.
- We intend to use the net proceeds from this offering to fund future investments and for other general corporate and working capital purposes, but this offering is not conditioned upon the closing of properties in our current pipeline, and we will have broad discretion to determine alternative uses of proceeds.
- Your percentage of ownership may become diluted if we issue new shares of stock or other securities, and issuances of additional preferred stock or other securities by us may further subordinate the rights of the holders of our common stock (which you may become upon receipt of redemption payments in shares of our common stock).
- Our ability to pay dividends and redeem shares of Series E and Series M Preferred Stock may be limited by the requirements of Maryland law.
- Investors in the Series E and Series M Preferred Stock will not enjoy the protections afforded by registration of this offering under state securities laws.
- Your ownership of Series E and Series M Preferred Stock is subject to the ownership limits contained in our charter.
- Past performance is not indicative of future results. No investment is risk-free.
- All investments have risk including loss of investment. Please carefully read and review the risk factors section of the applicable offering document(s).
General Real Estate Risks. The Company will be subject to the risks incident to the ownership and operation of real estate, including risks associated with the general economic climate, local real estate conditions (including the availability of excess supply of properties relative to demand), changes in the availability of debt financing, credit risk arising from the financial condition of tenants, buyers, and sellers of properties, geographic or market concentration, competition from other spaces, and various other risks. The Company or its subsidiary entities will incur the burdens of ownership of real property, which include paying expenses and taxes, maintaining the investments, and ultimately disposing of the Portfolio. The possibility of partial or total loss of capital will exist, and prospective investors should not subscribe unless they can readily bear the consequences of such loss.
COVID-19. The current COVID-19 pandemic, and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance. The timing of the development and distribution of an effective vaccine or treatments for COVID-19 remains uncertain. Delays and ineffectiveness may have similar material and adverse impacts or cause disruptions to our business.